MQ Insider Filing: Milotich RSU/PSU Vesting; Issuer Withholds Shares at $6.17
Rhea-AI Filing Summary
Marqeta insider Michael Milotich, identified as Interim Chief Executive Officer and Chief Financial Officer, reported multiple September 1, 2025 transactions reflecting vesting and net settlement of equity awards. Restricted stock units and performance stock units converted into Class A common stock in several tranches, producing increases in beneficial ownership followed by issuer-withheld share dispositions to satisfy tax obligations at a nominal reported withholding price of $6.17 per share for the market-withheld amounts. The filings show repeated acquisitions of shares at $0 tied to vesting and corresponding dispositions for withholding, with aggregate beneficial ownership in the low hundreds of thousands of Class A shares following these transactions.
Positive
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Negative
- None.
Insights
TL;DR: Significant executive equity vesting with issuer withholding to cover taxes; net ownership changes are routine for compensation realization.
The filing documents routine conversion of restricted stock units and performance stock units into Class A common stock on 09/01/2025 under the issuer's equity compensation plans. Multiple vesting events increased reported beneficial holdings while contemporaneous withholding by the issuer resulted in dispositions reported at $6.17 per share for tax remittance, consistent with net settlement practice. Transactions are identified as exempt under Rule 16b-6(b) and Rule 16b-3(e), indicating they arise from board-approved awards and withholding rather than open-market trades. For investors, this reflects management compensation crystallizing rather than active buying or selling in the market.
TL;DR: Multiple vested awards and issuer withholding noted; reporting indicates standard plan administration and executive alignment via equity.
The report shows vesting mechanics across time-based restricted stock units and performance stock units tied to gross profit and adjusted EBITDA metrics, with disclosure that PSUs can vest up to 200% at maximum achievement. The explanatory notes clarify vesting schedules and that certain disposals represent issuer withholding for tax obligations, not open-market sales. The presence of the interim CEO/CFO title in remarks is material context included in the filing itself. Overall, governance practices appear consistent with typical equity incentive administration.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 28,669 | $0.00 | -- |
| Exercise | Restricted Stock Units | 25,407 | $0.00 | -- |
| Exercise | Restricted Stock Units | 23,755 | $0.00 | -- |
| Exercise | Restricted Stock Units | 49,759 | $0.00 | -- |
| Exercise | Restricted Stock Units | 41,837 | $0.00 | -- |
| Exercise | Performance Stock Units (Gross Profit) | 14,928 | $0.00 | -- |
| Exercise | Performance Stock Units (Adjusted EBITDA) | 6,398 | $0.00 | -- |
| Exercise | Class A Common Stock | 28,669 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 15,679 | $6.17 | $97K |
| Exercise | Class A Common Stock | 25,407 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 13,895 | $6.17 | $86K |
| Exercise | Class A Common Stock | 23,755 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 12,992 | $6.17 | $80K |
| Exercise | Class A Common Stock | 49,759 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 27,213 | $6.17 | $168K |
| Exercise | Class A Common Stock | 41,837 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 22,881 | $6.17 | $141K |
| Exercise | Class A Common Stock | 14,744 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 8,064 | $6.17 | $50K |
| Exercise | Class A Common Stock | 8,259 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 4,517 | $6.17 | $28K |
Footnotes (1)
- Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of vested restricted stock units and not a market transaction. Transaction exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated under the Act. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 184 fewer shares acquired for performance at less than 100%. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 1,861 additional shares acquired for performance at more than 100%. Each restricted stock unit is convertible into one share of Class A Common Stock. One-fourth (1/4th) of the restricted stock units vested on March 1, 2023, and one-sixteenth (1/16th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date. One-twelfth (1/12th) of the restricted stock units vested on March 1, 2023, and one-twelfth (1/12th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2024, and one-twelfth (1/12th) of the restricted stock units vest on each September 1, December 1, March 1 and June 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2025 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each September 1, December 1, March 1 and June 1 thereafter, subject to the Reporting Person's continued service to the Issuer as of each vesting date. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024. Represents the number of shares which may be issued at target under the performance stock unit ("PSU") over a period of time following achievement of certain profit targets as set forth in the PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date. At maximum achievement, 200% of the target number of shares would vest. Represents the number of shares which may be issued at target under the PSU over a period of time following achievement of certain adjusted EBITDA targets as set forth in the PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date. At maximum achievement, 200% of the target number of shares would vest.
